Federal Acquisition Regulation (FAR) and Defense
Federal Acquisition Regulation Supplement (DFARS) Flow-Down Clauses
PO Terms - U.S. FAR/DFARS Clause Flow-Downs for U.S. Government Contracts
Last Revised August, 2016
The FAR and DFARS clauses cited below, where applicable by their terms, are incorporated herein by
reference as if set forth in full text. The full text of all clauses incorporated by reference is available at:
http://www.acquisition.gov/.
General information:
1.
When goods or services furnished by the Seller to Eaton for use in connection with a U.S. Government contract
or subcontract, in addition to Eaton’s General Terms and Conditions, the following provisions shall apply, as
required by the terms of the prime contract, or by operation of law or regulation. Otherwise, Eaton’s General
Terms and Conditions shall govern the contractual relationship of the Parties.
2.
The following clauses set forth in the FAR and DFARS in effect as of the date of the prime contract are
incorporated herein by reference with the same force and effect as if they were in full text. In all clauses listed
herein, the terms “Government”, “Contracting Officer” and “Contractor” shall be applied and revised to suitably
identify the contracting parties herein and affect the proper intent of the provision except where further clarified
or modified below. “Subcontractor,” however, shall mean “Seller’s Subcontractor” under this purchase order.
3.
Clauses listed below may not be applicable to specific orders due to the type of subcontract/purchase order to be
issued, dollar thresholds under requirements of the FAR, DFARS or Public Law or Mandatory Flow Down
requirements of a particular prime contract. Clauses that are not applicable due to monetary threshold, place,
performance, type of effort or contract are deemed self-deleting, shall not be removed from this document, and
will be considered by all parties to be without force and effect. It is the Seller’s obligation to contact Eaton
regarding any confusion, ambiguity, or questions the Seller may have regarding applicability of the following
clauses.
4.
In certain circumstances, applicable law, statute, or regulation may require submission of a signed certification
of compliance from the Seller to Eaton. By accepting the order from Eaton, Seller expressly agrees to provide
the required signed certification within 14 days of the original request.
5.
In the event that Seller is offering for sale commercial items or services, as defined in FAR § 2.101 and when
deemed necessary by Eaton, Seller agrees to provide a written commercial item assertion that fully documents
and supports the contention that the items or services are sold or offered for sale in the commercial market
place, or is similar in form, fit and function to an item sold or offered for sale in the commercial market place at
a fair and reasonable price.
6.
Eaton reserves the right to include additional FAR and/or DFARS clauses, as required by the express terms of a
U.S. Government or prime contract.
7.
In addition to the foregoing FAR and/DFARS clauses, the Seller agrees to comply with the following applicable
laws:
A. Defense Priority Allocation System:
If so identified by Eaton, as required by the US Government, an order is a “rated order” certified for
national defense use and Seller shall follow all the requirements of the Defense Priorities and Allocation
System (DPAS) Regulation (15 C.F.R. Part 700).
B. Anti-corruption:
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(1) Seller shall comply with applicable laws and regulations relating to anticorruption, including, without
limitation,
a.
b.
the United States Foreign Corrupt Practices Act (FCPA) (15 U.S.C. §§78dd-1, et. seq.)
irrespective of the place of performance, and
laws and regulations implementing the Organization for Economic Cooperation and
Development's Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, the U.N. Convention Against Corruption, and the Inter-American
Convention Against Corruption in Seller's country or any country where performance of this
Contract will occur
(2) In carrying out its responsibilities under this Contract –
a)
Seller represents that it has not paid, offered, promised to pay or authorized and will not pay, offer,
promise to pay, or authorize the payment directly or indirectly of any monies or anything of value
to
i.
any person or firm employed by or acting for on behalf of any customer, whether private
or governmental, or
ii.
any government official or employee or any political party or candidate for political
office for the purpose of influencing any act or decision or inducing or rewarding any
action by the customer in any commercial transaction or in any governmental matter or
securing any improper advantage to assist BAE Systems or Seller in obtaining or
retaining business or directing business to any person.
b) No owner, partner, officer, director or employee of Seller or of any parent or subsidiary company
of Seller is or will become an official or employee of the government or of an agency or
instrumentality of a government or a candidate for political office or a political party official
during the term of this Contract, unless such person obtains the prior written approval of Eaton.
c)
Seller has not made and will not make, either directly or indirectly, any improper payments.
d) Seller has not made and will not make any facilitating payment (as that term is defined in the
FCPA) without the prior written approval of Eaton.
C. Cost Accounting Standards (Applicable unless otherwise exempt):
Seller shall communicate and otherwise deal directly with the Contracting Officer to the extent practicable and
permissible as to all matters relating to Cost Accounting Standards. Seller shall provide Buyer with copies of all
communications between Seller and the Contracting Officer respecting Cost Accounting Standards, FAR 52.230-2;
Disclosure and Consistency of Cost Accounting Practices, FAR 52.230-3; and Administration of Cost Accounting
Standards, FAR 52.230-6, provided Seller shall not be required to disclose to Buyer such communications
containing information which is privileged and confidential to Seller. In addition to any other remedies provided by
law or under this Order, Seller agrees to indemnify and hold Buyer harmless to the full extent of any loss, damage,
or expense if Buyer is subject to any liability as the result of a failure of the Seller or its lower-tier subcontractors to
comply with the requirements of FAR 52.230-2, 52.230-3, 52.230-4 (if applicable), 52.230-5 or 52.230-6. Paragraph
(b) is deleted in each of the foregoing clauses.
D. Truth In Negotiations:
Certified Cost or Pricing Data (applicable only if certified cost or pricing data has been provided). The clause
entitled “Subcontractor Certified Cost or Pricing Data” is a part of this Order if the Seller was required to furnish
cost and pricing data and a Certification of Current Cost or Pricing Data for this Order. If it was not required to
furnish such data and Certificate, the clause entitled “Subcontractor Cost or Pricing Data-Modification” is a part of
this Order. Seller shall update its proposal and re-certify its cost or pricing data whenever costs, factors, or prices
change such that cost or pricing data previously furnished is no longer, accurate, current, or complete.
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1.
2.
Indemnification:
a.
If any price (including profit or fee) negotiated in connection with the prime contract between the
Government and the Buyer or any cost that is reimbursable under said contract is reduced because
cost or pricing data furnished by the Seller in connection with any proposal submitted by the
Buyer relating to said contract or in connection with this Order was not accurate, complete, or
current, the Seller shall indemnify the Buyer in the amount of said reduction.
b.
The phrase “certified cost or pricing data” as used herein shall be deemed to include any such data,
which related to a lower-tier prospective or actual subcontract, at any level, which was submitted
by the Seller or which it procured by submission of, in connection with the aforesaid proposal or
this Order in support of its cost estimate. If any reduction in the contract price under this clause
reduces the price of items for which payment was made prior to the date of the modification
reflecting the price reduction, the Seller shall be liable and shall pay the Buyer at the time such
overpayment is repaid:
i.
Simple interest on the amount of such overpayment to be computed from the date(s) of
overpayment to the Seller to the date the Buyer is repaid by the Seller at that applicable
underpayment rate effective for each quarter prescribed by the Secretary of the Treasury
under 26 U.S.C 6621(a)(2); and
ii.
For Department of Defense contracts only, a penalty equal to the amount of the
overpayment, if the Seller knowingly submitted cost or pricing data which were
incomplete, inaccurate, or non-current.
Certified Cost or Pricing Data for Changes:
a.
Prior to the pricing of any change or other modification to this Order which involves, increases
and/or decreases in costs plus applicable profit in excess of the contractually required threshold
(e.g. $100,000, $500,000, $550,000, $700,000, or $750,000) and resulting from a change in the
prime contract, subcontractors shall submit cost or pricing data and shall certify that the data, as
defined in FAR §15.406- 2, submitted either actually or by specific identification in writing are
accurate, complete, and current as of the date of completion of negotiations.
b.
When required to obtain certified cost or pricing data or “Other Cost and Pricing Data” from its
subcontractors, pursuant to the provisions of this Order, Seller shall provide such data.
E. DISPUTES – GOVERNMENT CONTRACTS:
Any reference to the “Disputes clause” in any applicable FAR Clause shall mean this paragraph, Disputes –
Government Contracts. Any dispute arising under the agreement between the parties relating to any decision of the
Contracting Officer under the prime contract shall be resolved in accordance the following paragraphs.
Notwithstanding any other provisions the agreement between the parties, any decision of the Contracting Officer
under the prime contract which binds Buyer shall bind both Buyer and Seller to the extent that it relates to this
purchase order –provided that:
a.
The Buyer notifies with reasonable promptness the Seller of such decision
b.
The Buyer, at its sole discretion, authorizes in writing the Seller to appeal in the name of the Buyer
such decision at its own expense, or
c.
If Buyer should appeal such decision, Buyer at its sole discretion offers to the Seller the opportunity at
its own expense to join Buyer in such appeal.
d.
Any decision upon such appeal, when final, shall be binding upon the Seller.
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8.
e.
The Seller shall indemnify and save harmless from any and all liability of any kind incurred by or
imputed to Buyer under Section 5, “Fraudulent Claims,” of the Contract Disputes Act of 1978, as
amended, if Seller is unable to support any part of its claim and it is determined that such inability is
attributable to fraud or misinterpretation of fact on the part of Seller.
f.
Pending any prosecution, appeal, or final decision or settlement of any dispute arising under this
purchase order, the Seller shall proceed diligently, as directed by Buyer, with the performance of this
purchase order.
g.
Nothing in this clause nor any authorization or offer that may be made shall be deemed to constitute
acceptance or acknowledgement by Buyer of the validity of Seller’s claim or any part thereof, nor be
deemed to limit or in any way restrict Buyer from taking any actions, included available remedies, it
deems appropriate to protect its own interests.
h.
As used in this clause, the word “appeal” means an appeal taken under the contract Disputes Act of
1978, as amended.
APPLICABLE TO ALL ORDERS:
A.
Clause
The following FAR clauses are deemed “mandatory” by the express language of the clause and,
therefore, are not negotiable and apply to all contracts, purchase orders, delivery orders, or any
agreement between Eaton and the Seller where the end customer is the United States Government:
Title of Provision
52.202-1
Definitions
52.203-3
Gratuities
52.303-5
Covenant Against Contingent Fees
52.203-6
Restrictions on Subcontractor Sales to
the Government.
52.203-7
Anti-Kickback Procedures
52.203-12
Limitation on Payments to Influence
Certain Federal Transactions.
52.203-13
Contractor Code of Business Ethics
and Conduct.
52.203-15
Whistleblower Protections Under the
American Recovery and Reinvestment
Application
When a contract provision or clause uses a word or term that is defined in
the Federal Acquisition Regulation (FAR), the word or term has the same
meaning as the definition in FAR 2.101.
The Contractor agrees to incorporate the substance of this clause,
including subparagraph (c) (5) but excepting subparagraph (c) (1), in all
subcontracts under this contract which exceed $150,000.
The Contractor agrees to incorporate the substance of this clause, in all
subcontracts under this contract which exceed $150,000 and which are
not for Commercial Items.
(c) The Contractor agrees to incorporate the substance of this clause,
including this paragraph (c), in all subcontracts under this contract which
exceed the simplified acquisition threshold.
(c)(5)The Contractor agrees to incorporate the substance of this clause,
including subparagraph (c) (5) but excepting subparagraph (c) (1), in all
subcontracts under this contract which exceed $150,000.
(g)(1) The Contractor shall obtain a declaration, including the
certification and disclosure in paragraphs (c) and (d) of the provision at
FAR 52.203-11, Certification and Disclosure Regarding Payments to
Influence Certain Federal Transactions, from each person requesting or
receiving a subcontract exceeding $150,000 under this contract. The
Contractor or subcontractor that awards the subcontract shall retain the
declaration.
(g)(3) The Contractor shall include the substance of this clause, including
this paragraph (g), in any subcontract exceeding $150,000.
(d) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (d), in subcontracts that have a value in
excess of $5.5 million and a performance period of more than 120 days.
(b) The Contractor shall include the substance of this clause, including
this paragraph (b), in all subcontracts that are funded in whole or in part
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52.203-16
52.203-17
52.204-2
Act of 2009.
Preventing Personal Conflicts of
Interest.
Contractor Employee Whistleblower
Rights and Requirement To Inform
Employees of Whistleblower Rights.
Security Requirements.
52.204-9
Personal Identity Verification of
Contractor Personnel.
52.209-6
Protecting the Government's Interest
When Subcontracting With
Contractors Debarred, Suspended, or
Proposed for Debarment.
with Recovery Act funds.
(d) Subcontract flowdown: The Contractor shall include the substance of
this clause, including this paragraph (d), in subcontracts—
(1) That exceed $150,000; and
(2) In which subcontractor employees will perform acquisition functions
closely associated with inherently governmental functions (i.e., instead of
performance only by a self-employed individual).
(c) The Contractor shall insert the substance of this clause, including this
paragraph (c), in all subcontracts over the simplified acquisition
threshold.
(d) The contractor agrees to insert terms that conform substantially to the
language of this clause, including this paragraph (d) but excluding any
reference to the Changes clause of this contract, in all subcontracts under
this contract that involve access to classified information.
(d) The Contractor shall insert the substance of this clause, including this
paragraph (d), in all subcontracts when the subcontractor`s employees are
required to have routine physical access to a Federally-controlled facility
and/or routine access to a Federally-controlled information system. It
shall be the responsibility of the prime Contractor to return such
identification to the issuing agency in accordance with the terms set forth
in paragraph (b) of this section, unless otherwise approved in writing by
the Contracting Officer.
(e) Subcontracts. Unless this is a contract for the acquisition of
commercial items, the Contractor shall include the requirements of this
clause, including this paragraph (e) (appropriately modified for the
identification of the parties), in each subcontract that-(1) Exceeds $35,000 in value; and
52.211-15
Defense Priority and Allocation
52.212-5
Contract Terms and Conditions
Required to Implement Statutes or
Executive Orders--Commercial
Items.
(2) Is not a subcontract for commercially available off-the-shelf items.
Applies to all contacts and Contractor agrees to flowdown and include
this clause in all subcontracts.
(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a),
(b), (c), and (d) of this clause, the Contractor is not required to flow down
any FAR clause, other than those in this paragraph (e)(1) in a subcontract
for commercial items. Unless otherwise indicated in the list of clauses
below, the extent of the flow down shall be as required by the clause.
(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct
2015) (41 U.S.C. 3509).
(ii) 52.219-8, Utilization of Small Business Concerns (OCT 2014) (15
U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further
subcontracting opportunities. If the subcontract (except subcontracts to
small business concerns) exceeds $ 700,000 ($ 1.5 million for
construction of any public facility), the subcontractor must include
52.219-8 in lower tier subcontracts that offer subcontracting
opportunities.
(iii) 52.222-17, Nondisplacement of Qualified Workers (MAY 2014)
(E.O. 13495). Flow down required in accordance with paragraph (l) of
FAR clause 52.222-17.
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(iv) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
(v) 52.222-26, Equal Opportunity (APR 2015) (E.O. 11246).
(vi) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.
4212).
(vii) 52.222-36, Equal Opportunity for Workers with Disabilities (July
2014) (29 U.S.C. 793).
(viii) 52.222-37, Employment Reports on Veterans (Oct 2015) (38 U.S.C.
4212).
(ix) 52.222-40, Notification of Employee Rights Under the National
Labor Relations Act (DEC 2010) (E.O. 13496). Flow down required in
accordance with paragraph (f) of FAR clause 52.222-40.
(x) 52.222-41, Service Contract Labor Standards (MAY 2014) (41
U.S.C. chapter 67).
(xi)(A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22
U.S.C. chapter 78 and E.O. 13627).
-- (B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and
E.O. 13627).
(xii) 52.222-51, Exemption from Application of the Service Contract
Labor Standards to Contracts for Maintenance, Calibration, or Repair of
Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).
(xiii) 52.222-53, Exemption from Application of the Service Contract
Labor Standards to Contracts for Certain Services--Requirements (MAY
2014) (41 U.S.C. chapter 67).
(xiv) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O.
12989).
(xv) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec
2014) (E.O. 13658).
(xvi) 52.225-26, Contractors Performing Private Security Functions
Outside the United States (Jul 2013) (Section 862, as amended, of the
National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C.
2302 Note).
(xvii) 52.226-6, Promoting Excess Food Donation to Nonprofit
Organizations (MAY 2014) (42 U.S.C. 1792). Flow down required in
accordance with paragraph (e) of FAR clause 52.226-6.
(xviii) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
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52.212-5
Alternate II
Contract Terms and Conditions
Required to Implement Statutes or
Executive Orders--Commercial
Items.
Vessels (FEB 2006) (46 U.S.C. Appx 1241(b) and 10 U.S.C. 2631). Flow
down required in accordance with paragraph (d) of FAR clause 52.24764.
As prescribed in 12.301(b)(4)(ii), substitute the following paragraphs
(d)(1) and (e)(1) for paragraphs (d)(1) and (e)(1) of the basic clause as
follows:
2 (e)(1) Notwithstanding the requirements of the clauses in paragraphs
(a), (b), and (c), of this clause, the Contractor is not required to flow
down any FAR clause in a subcontract for commercial items, other than-(i) Paragraph (d) of this clause. This paragraph flows down to all
subcontracts, except the authority of the Inspector General under
paragraph (d)(1)(ii) does not flow down; and
(ii) Those clauses listed in this paragraph (e)(1). Unless otherwise
indicated below, the extent of the flow down shall be as required by the
clause
(A) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct
2015) (41 U.S.C. 2509).
(B) 52.203--15, Whistleblower Protections Under the American
Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of
Pub. L. 111-5).
(C) 52.219-8, Utilization of Small Business Concerns (Oct 2015) (15
U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further
subcontracting opportunities. If the subcontract (except subcontracts to
small business concerns) exceeds $ 700,000 ($ 1.5 million for
construction of any public facility), the subcontractor must include
52.219-8 in lower tier subcontracts that offer subcontracting
opportunities.
(D) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
(E) 52.222–26, Equal Opportunity (Apr 2015) (E.O. 11246).
(F) 52.222–35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C.
4212).
(G) 52.222–36, Equal Opportunity for Workers with Disabilities (Jul
2014) (29 U.S.C. 793).
(H) 52.222-40, Notification of Employee Rights Under the National
Labor Relations Act (Dec 2010) (E.O. 13496). Flow down required in
accordance with paragraph (f) of FAR clause 52.222-40.
(I) 52.222–41, Service Contract Labor Standards (May 2014) (41 U.S.C.
chapter 67).
(J) (1) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22
U.S.C. chapter 78 and E.O. 13627).
(2) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 E.O.
7
13627).
(K) 52.222–51, Exemption from Application of the Service Contract
Labor Standards to Contracts for Maintenance, Calibration, or Repair of
Certain Equipment-Requirements (May 2014) (41 U.S.C. chapter 67).
(L) 52.222–53, Exemption from Application of the Service Contract
Labor Standards to Contracts for Certain Services--Requirements (May
2014) (41 U.S.C. chapter 67).
(M) 52.222–54, Employment Eligibility Verification (Oct
2015)(Executive Order 12989).
(N) 52.222-55, Minimum Wages Under Executive Order 13658 (Dec
2014) (E. O. 13658).
(O) 52.226–6, Promoting Excess Food Donation to Nonprofit
Organizations. (May 2014) (42 U.S.C. 1792). Flow down required in
accordance with paragraph (e) of FAR clause 52.226–6.
52.214-28
Subcontractor Cost or Pricing Data-Modifications--Sealed Bidding.
52.215-2
Audit and Records Negotiation
52.215-10
Price Reduction for Defective Cost or
Pricing Data
52.215-11
Price Reduction for Defective Cost or
Pricing Data – Modifications
52.215-12
Subcontractor Cost or Pricing Data.
(P) 52.247–64, Preference for Privately Owned U.S.-Flag Commercial
Vessels (Feb 2006) (46 U.S.C. Appx. 1241(b) and 10 U.S.C. 2631). Flow
down required in accordance with paragraph (d) of FAR clause 52.247–
64.
(d) The contractor shall insert the substance of this clause, including this
paragraph (d), in each subcontract that, when entered into exceeds the $
750,000 threshold for submission of certified cost or pricing data at
FAR 15.403-4(a)(1).
Applies if this Contract exceeds $150,000 and if: (1) SELLER is required
to furnish cost or pricing data, or (2) the Contract requires SELLER to
furnish cost, funding, or performance reports, or (3) this is an incentive or
re-determinable type contract. Alternate II applies if SELLER is an
educational or non-profit institution.
Applies if submission of certified cost or pricing data is required..
“Government” means “Eaton” in paragraph (d)(1). Rights and
obligations under this clause shall survive completion of the Work and
final payment under this Contract.
Applies if submission of certified cost or pricing data is required for
modifications. “Government” means “Eaton” in paragraph (e)(1). Rights
and obligations under this clause shall survive completion of the Work
and final payment under this Contract.
(c) In each subcontract that exceeds the $750,000 threshold* for
submission of cost or pricing data at FAR 15.403-4, when entered into,
the Contractor shall insert either –
(1) The substance of this clause, including this paragraph (c), if
paragraph (a) of this clause requires submission of cost or pricing data
for the subcontract; or
(2) The substance of the clause at FAR 52.215-13, subcontractor Cost or
Pricing Data -- Modifications.
[The threshold for subcontracts is determined at the time of subcontract
award as that applicable at that time under FAR 15.403-4].
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52.215-13
52.215-14
52.215-15
Subcontractor Cost or Pricing Data—
Modifications.
Integrity of Unit Prices.
52.215-19
Pension Adjustments and Asset
Reversions.
Reversion or Adjustment of Plans for
Postretirement Benefits (PRB) Other
Than Pensions.
Notification of Ownership Changes.
52.215-23
Limitations on Pass-Through Charges.
52.219-8
Utilization of Small Business
Concerns
52.219-9
Small Business Subcontracting Plan
52.219-16
Liquidated Damages – Subcontracting
Plan
Contract Work Hours and Safety
Standards
52.215-18
52.222-4
52.222-11
Subcontracts (Labor Standards).
Applies if this Contract exceeds $750,000 and is not otherwise exempt
under FAR 15.403.
Applies if this Contract exceeds $150,000. Delete paragraph (b) of the
clause.
Applies and shall be included in all subcontracts under this contract that
meet the applicability requirement of FAR 15.408 (g).
(c) The Contractor shall insert the substance of this clause in all
subcontracts that meet the applicability requirements of FAR 15.408(j).
(c) The Contractor shall include the substance of this clause in all
subcontracts under this contract that meet the applicability requirement of
FAR 15.408(k).
(f) The Contractor shall insert the substance of this clause, including this
paragraph (f), in all cost-reimbursement subcontracts under this contract
that exceed the simplified acquisition threshold, except if the contract is
with DoD, then insert in all cost-reimbursement subcontracts and fixedprice subcontracts, except those identified in FAR 408(n)(2)(i)(B)(2),
that exceed the threshold for obtaining cost or pricing data in accordance
with FAR 15.403-4.
If Seller is an international contractor, this clause applies to this Contract
only if Work under the Contract will be performed in the United States or
Seller is recruiting employees in the United States to Work on the
Contract.
Applies if this Contract exceeds $750,000 except the clause does not
apply if SELLER is a small business concern. SELLER's subcontracting
plan is incorporated herein by reference. If Seller is an international
contractor, this clause applies to this Contract only if Work under the
Contract will be performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
Applies only if the Contract includes FAR 52.219-8 and 52.219-9.
(e) Subcontracts. The Contractor shall insert the provisions
set forth in paragraphs (a) through (d) of this clause in subcontracts
that may require or involve the employment of
laborers and mechanics and require subcontractors to include
these provisions in any such lower tier subcontracts. The Contractor
shall be responsible for compliance by any subcontractor
or lower-tier subcontractor with the provisions set forth in
paragraphs (a) through (d) of this clause. If Seller is an international
contractor, this clause applies to this Contract only if Work under the
Contract will be performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
(b) The Contractor or subcontractor shall insert in any subcontracts for
construction, alterations and repairs within the United States the clauses
entitled—
(1) Construction Wage Rate Requirements;
(2) Contract Work Hours and Safety Standards -Overtime Compensation
(if the clause is included in this contract);
(3) Apprentices and Trainees;
(4) Payrolls and Basic Records;
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(5) Compliance with Copeland Act Requirements;
(6) Withholding of Funds;
(7) Subcontracts (Labor Standards);
(8) Contract Termination – Debarment;
(9) Disputes Concerning Labor Standards;
(10) Compliance with Construction Wage Rate Requirements and
Related Regulations; and
(11) Certification of Eligibility.
52.222-17
Non-Displacement of Qualified
Workers.
The Contractor shall insert the substance of this clause, including this
paragraph (e) in all subcontracts for construction within the United
States.
(i) Subcontracts: In every subcontract over the simplified acquisition
threshold entered into in order to perform services under this contract, the
Contractor shall include a provision that ensures—
(1) That each subcontractor will honor the requirements of paragraphs (b)
through (c) of this clause with respect to the service employees of a
predecessor subcontractor or subcontractors working under this contract,
as well as of a predecessor Contractor and its subcontractors;
(2) That the subcontractor will provide the Contractor with the
information about the service employees of the sub- contractor needed by
the Contractor to comply with paragraphs (d) and (e) of this clause; and
52.222-20
Walsh-Healey Public Contracts Act
52.222-26
Equal Opportunity
52.222-34
Project Labor Agreement.
52.222-35
Equal Opportunity for Veterans.
52.222-36
Equal Opportunity for Workers with
Disabilities.
(3) The recordkeeping requirements of paragraph (f) of this clause.
If Seller is an international contractor, this clause applies to this Contract
only if Work under the Contract will be performed in the United States or
Seller is recruiting employees in the United States to Work on the
Contract.
If Seller is an international contractor, this clause applies to this Contract
only if Work under the Contract will be performed in the United States or
Seller is recruiting employees in the United States to Work on the
Contract.
(c) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (c), in all subcontracts with
subcontractors engaged in construction on the construction project.
(c) Subcontracts. The Contractor shall insert the terms of this clause in
subcontracts of $150,000 or more unless exempted by rules, regulations,
or orders of the Secretary of Labor. The Contractor shall act as specified
by the Director, Office of Federal Contract Compliance Programs, to
enforce the terms, including action for noncompliance. Such necessary
changes in language may be made as shall be appropriate to identify
properly the parties and their undertakings.
(b) Subcontracts. The Contractor shall include the terms of this clause in
every subcontract or purchase order in excess of $15,000 unless
exempted by rules, regulations, or orders of the Secretary, so that such
provisions will be binding upon each subcontractor or vendor. The
10
52.222-37
Employment Reports on Veterans.
52.222-40
Notification of Employee Rights
Under the National Labor Relations
Act.
52.222-41
Service Contract Act of 1965, as
Amended
Combating Trafficking in Persons
52.222-50
Contractor shall act as specified by the Director, Office of Federal
Contract Compliance Programs of the U.S. Department of Labor, to
enforce the terms, including action for noncompliance. Such necessary
changes in language may be made as shall be appropriate to identify
properly the parties and their undertakings.
(g) The Contractor shall insert the terms of this clause in subcontracts of
$150,000 or more unless exempted by rules, regulations, or orders of the
Secretary of Labor.
(f) Subcontracts The Contractor shall include the substance of this clause,
including this paragraph (f), in every subcontract that exceeds $10,000
and will be performed wholly or partially in the Unites States, unless
exempted by the rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 3 of Executive Order 13496 of January 30,
2009, so that such provisions will be binding upon each subcontractor.
(l) The Contractor agrees to insert this clause in all subcontracts subject
to the Service Contract Labor Standards statute.
(i)Subcontracts (1) The Contractor shall include the substance of this
clause, including this paragraph (i), in all subcontracts and in all contracts
with agents. The requirements in paragraph (h) of this clause apply only
to any portion of the subcontract that-(A) Is for supplies, other than commercially available off-the-shelf items,
acquired outside the United States, or services to be performed outside
the United States; and
(B) Has an estimated value that exceeds $500,000.
(2) If any subcontractor is required by this clause to submit a
certification, the Contractor shall require submission prior to the award of
the subcontract and annually thereafter. The certification shall cover the
items in paragraph (h)(5) of this clause.
52.222-51
52.222-53
52.222-54
Exemption from Application of the
Service Contract Labor Standards to
Contracts for Maintenance,
Calibration, or Repair of Certain
Equipment—Requirements.
Exemption from Application of the
Service Contract Labor Standards to
Contracts for Certain Services—
Requirements.
Employment Eligibility Verification
(2) If any subcontractor is required by this clause to submit a
certification, the Contractor shall require submission prior to the award of
the subcontract and annually thereafter. The certification shall cover the
items in paragraph (h)(5) of this clause.
(f) The Contractor shall include the substance of this clause, including
this paragraph (f), in subcontracts for exempt services under this contract.
(h) The Contractor shall include the substance of this clause, including
this paragraph (h), in subcontracts for exempt services under this
contract.
(e) Subcontracts. The Contractor shall include the requirements of this
clause, including this paragraph (e) (appropriately modified for
identification of the parties), in each subcontract that -(1) Is for -- (i) Commercial or noncommercial services (except for
commercial services that are part of the purchase of a COTS item (or an
item that would be a COTS item, but for minor modifications),
performed by the COTS provider, and are normally provided for that
COTS item); or (ii) Construction; (2) Has a value of more than $ 3,500;
and (3) Includes work performed in the United States.
11
52.222-55
Minimum Wages Under Executive
Order 13658
52.223-18
Contractor Policy to Ban Text
Messaging While Driving
52.225-1
52.225-2
52.225-5
Buy American Act – Supplies
Buy American Act Certificate
Trade Agreement
52.225-6
Trade Agreements – Certificate
52.225-8
Duty-Free Entry
(k) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (k) in all subcontracts, regardless of
dollar value, that are subject to the Service Contract Labor Standards
statute or the Wage Rate Requirements (Construction) statute, and are to
be performed in whole or in part in the United States.
(d) Subcontracts The Contractor shall insert the substance of this clause,
including this paragraph (d), in all subcontracts that exceed the micropurchase threshold.
Applies if the Work contains other than domestic components
Applies if the Work contains other than domestic components
Applies if the Work contains other than U.S. made or designated country
end products as specified in the clause.
Applies if the Work contains other than U.S. made or designated country
end products as specified in the clause.
(j) The Contractor shall include the substance of this clause in any
subcontract if—
(1) Supplies identified in the Schedule to be accorded duty-free entry will
be imported into the customs territory of the United States; or
52.225-13
Restrictions on Certain Foreign
Purchases
52.225-19
Contractor Personnel in a
Designated Operational Area or
Supporting a Diplomatic or
Consular Mission Outside the
United States.
(2) Other foreign supplies in excess of $15,000 may be imported into the
customs territory of the United States.
(c) The Contractor shall insert this clause, including this paragraph in all
subcontracts.
(q) Subcontracts. The Contractor shall incorporate the substance
of this clause, including this paragraph (q), in all subcontracts that
require subcontractor personnel to perform outside the United
States--(1) In a designated operational area during—
(i) Contingency operations;
(ii) Humanitarian or peacekeeping operations; or
(iii) Other military operations; or military exercises, when
designated by the Combatant Commander; or
(2) When supporting a diplomatic or consular mission—
(i) That has been designated by the Department of State as a
danger pay post (see
http://aoprals.state.gov/Web920/danger_pay_all.asp); or
(ii) That the Contracting Officer has indicated is subject to this
clause.
52.225-26
Contractors Performing Private
Security Functions Outside the United
States
(f) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (f), in all subcontracts that will be
performed in areas of—
(1) DoD contracts only: Contingency operations, combat operations, as
designated by the Secretary of Defense, or other significant military
operations, as designated by the Secretary of Defense upon agreement of
the Secretary of State; or
(2) Non-DoD contracts: Combat operations, as designated by the
12
52.226-6
Promoting Excess Food Donation to
Nonprofit Organizations.
52.227-1
Authorization and Consent
52.227-2
Notice and Assistance Regarding
Patent and Copyright Infringement.
52.227-9
Refund of Royalties.
52.227-10
Filing of Patent Applications-Classified Subject Matter.
52.227-11
Patent Rights--Retention by the
Contractor (Short Form).
Secretary of Defense, or other significant military operations, upon
agreement of the Secretaries of Defense and State that the clause applies
in that area.
(e) Flowdown. The Contractor shall insert this clause in all contracts,
task orders, delivery orders, purchase orders, and other similar
instruments greater than $25,000 with its subcontractors or suppliers, at
any tier, who will perform, under this contract, the provision, service, or
sale of food in the United States.
(b) The Contractor shall include the substance of this clause, including
this paragraph (b), in all subcontracts that are expected to exceed the
simplified acquisition threshold. However, omission of this clause from
any subcontract, including those at or below the simplified acquisition
threshold, does not affect this authorization and consent.
(c) The Contractor shall include the substance of this clause, including
this paragraph (c), in all subcontracts that are expected to exceed the
simplified acquisition threshold.
(f) The substance of this clause, including this paragraph (f), shall be
included in any subcontract in which the amount of royalties reported
during negotiation of the subcontract exceeds $250.
(e) The Contractor shall include the substance of this clause, including
this paragraph (e), in all subcontracts that cover or are likely to cover
classified subject matter.
(k) Subcontracts.
(1) The Contractor shall include the substance of this clause, including
this paragraph (k), in all subcontracts for experimental, developmental, or
research work to be performed by a small business concern or nonprofit
organization.
(2) The Contractor shall include in all other subcontracts for
experimental, developmental, or research work the substance of the
patent rights clause required by FAR Subpart 27.3.
(3) At all tiers, the patent rights clause must be modified to identify the
parties as follows: references to the Government are not changed, and the
subcontractor has all rights and obligations of the Contractor in the
clause. The Contractor shall not, as part of the consideration for awarding
the subcontract, obtain rights in the subcontractor's subject inventions.
52.227-13
Patent Rights--Acquisition by the
Government.
(4) In subcontracts, at any tier, the agency, the subcontractor, and the
Contractor agree that the mutual obligations of the parties created by this
clause constitute a contract between the subcontractor and the agency
with respect to the matters covered by the clause; provided, however, that
nothing in this paragraph is intended to confer any jurisdiction under the
Contract Disputes Act in connection with proceedings under paragraph
(h) of this clause.
(i) Subcontracts.
(1) The Contractor shall include the substance of the patent rights clause
required by FAR 27.3 in all subcontracts for experimental,
developmental, or research work. The prescribed patent rights clause
must be modified to identify the parties as follows: references to the
Government are not changed, and the subcontractor has all rights and
obligations of the Contractor in the clause. The Contractor shall not, as
part of the consideration for awarding the subcontract, obtain rights in the
13
52.227-14
52.230-2
Rights in Data – General
Cost Accounting Standards.
52.230-3
Disclosure and Consistency of Cost
Accounting Practice
subcontractor’s subject inventions.
Does not apply if DFARS 252.227-7013 applies.
(d) The Contractor shall include in all negotiated subcontracts which the
Contractor enters into, the substance of this clause, except paragraph (b),
and shall require such inclusion in all other subcontracts, of any tier,
including the obligation to comply with all CAS in effect on the
subcontractor’s award date or if the subcontractor has submitted certified
cost or pricing data, on the date of final agreement on price as shown on
the subcontractor’s signed Certificate of Current Cost or Pricing Data. If
the subcontract is awarded to a business unit which pursuant to 48 CFR
9903.201-2 is subject to other types of CAS coverage, the substance of
the applicable clause set forth in subsection 30.201-4 of the Federal
Acquisition Regulation shall be inserted. This requirement shall apply
only to negotiated subcontracts in excess of $750,000, except that the
requirement shall not apply to negotiated subcontracts otherwise exempt
from the requirement to include a CAS clause as specified in 48 CFR
9903.201-1.
(d) The Contractor shall include in all negotiated subcontracts, which the
Contractor enters into, the substance of this clause, except paragraph (b),
and shall require such inclusion in all other subcontracts of any tier,
except that—
(1) If the subcontract is awarded to a business unit which pursuant to 48
CFR 9903.201-2 is subject to other types of CAS coverage, the substance
of the applicable clause set forth in subsection 30.201-4 of the Federal
Acquisition Regulation shall be inserted.
(2) This requirement shall apply only to negotiated subcontracts in excess
of $750,000.
(3) The requirement shall not apply to negotiated subcontracts otherwise
exempt from the requirement to include a CAS clause as specified in 48
CFR 9903.201-1.
52.230-4
Disclosure and Consistency of Cost
Accounting Practices--Foreign
Concerns.
(d) The Contractor shall include in all negotiated subcontracts, which the
Contractor enters into, the substance of this clause, except paragraph (b),
and shall require such inclusion in all other subcontracts of any tier,
except that—
(1) If the subcontract is awarded to a business unit which pursuant to 48
CFR 9903.201-2 is subject to other types of CAS coverage, the substance
of the applicable clause prescribed in FAR 30.201-4 shall be inserted.
(2) This requirement shall apply only to negotiated subcontracts in excess
of $750,000.
52.230-6
Administration of Cost Accounting
Standards.
(3) The requirement shall not apply to negotiated subcontracts otherwise
exempt from the requirement to include a CAS clause as specified in 48
CFR 9903.201-1.
(l) For all subcontracts subject to the clauses at FAR 52.230-2, 52.230-3,
or 52.230-5-(1) So state in the body of the subcontract, in the letter of award, or in
both (do not use self-deleting clauses);
14
(2) Include the substance of this clause in all negotiated subcontracts; and
(3) Within 30 days after award of the subcontract, submit the following
information to the Contractor's CFAO:
(i) Subcontractor's name and subcontract number.
(ii) Dollar amount and date of award.
(iii) Name of Contractor making the award.
52.232-40
Providing Accelerated Payments to
Small Business Subcontractors.
52.234-1
Industrial Resources Developed Under
Defense Production Act Title III.
52.234-4
Earned Value Management System.
52.237-7
Indemnification and Medical Liability
Insurance.
52.239-1
52.242-15
52.242-17
52.243-1
52.244-5
52.244-6
52.245-1
Privacy or Security Safeguards
Stop Work Order
Government Delay of Work
Changes – Fixed Price Contracts
Competition in Subcontracting
Subcontracts for Commercial Items
Government Property (or Alt I or Alt
II, the Buyer shall so specify. If the
Buyer does not Specify the
requirement will default to the basic
clause)
52.246-11
Higher-Level Contract Quality
Requirement
(n) For subcontracts containing the clause or substance of the clause at
FAR 52.230-2, FAR 52.230-3, FAR 52.230-4, or FAR 52.230-5, require
the subcontractor to comply with all Standards in effect on the date of
award or of final agreement on price, as shown on the subcontractor's
signed Certificate of Current Cost or Pricing Data, whichever is earlier.
(c) Include the substance of this clause, including this paragraph (c), in
all subcontracts with small business concerns, including subcontracts
with small business concerns for the acquisition of commercial items.
(e) The Contractor agrees to insert the substance of this clause, including
paragraph (e), in every subcontract issued in performance of this
contract.
(g) The Contractor shall require the subcontractors specified in the clause
to comply with the requirements of this clause.
(f) The Contractor shall insert the substance of this clause, including this
paragraph (f), in all subcontracts under this contract for health care
services and shall require such subcontractors to provide evidence of and
maintain insurance in accordance with paragraph (a) of this clause. At
least 5 days before the commencement of work by any subcontractor, the
Contractor shall furnish to the Contracting Officer evidence of such
insurance.
Applies if the contract is for information technology.
Applies.
Applies.
Applies.
Applies.
Applies.
(b)(3)The Contractor shall include the requirements of this clause in all
subcontracts under which Government property is acquired or furnished
for subcontract performance.
(f)(1)(v) Subcontractor control.
(A) The Contractor shall award subcontracts that clearly identify items to
be provided and the extent of any restrictions or limitations on their use.
The Contractor shall ensure appropriate flow down of contract terms and
conditions (e.g., extent of liability for loss of Government property.)
(B) The Contractor shall assure its subcontracts are properly administered
and reviews are periodically performed to determine the adequacy of the
subcontractor's property management system.
(b) The Contractor shall include applicable requirements of the higherlevel quality standard(s) listed in paragraph (a) of this clause and the
requirement to flow down such standards, as applicable, to lower-tier
subcontracts, in--
15
(1) Any subcontract for critical and complex items (see 46.203(b) and
(c)); or
(2) When the technical requirements of a subcontract require-(i) Control of such things as design, work operations, inprocess control, testing, and inspection; or
52.247-64
Preference for Privately Owned U.S. –
Flag Commercial Vessels
52.248-1
Value Engineering.
52.248-3
Value Engineering-Construction.
52.249-1
Termination for Convenience of the
Government (Fixed-Price) (Short
Form)
B.
Clause
The following DFARS clauses apply to all contracts, purchase orders, delivery orders, or any
agreement between Eaton and the Seller where the end customer is any agency within the United
States Department of Defense:
Title of Provision
252.203-7001
Prohibition on Persons Convicted
of Fraud or Other DefenseContract-Related Felonies.
252.203-7002
252.203-7004
Requirement to Inform Employees
of Whistleblower Rights.
Display of Fraud Hotline Posters
252.204-7000
Disclosure of Information
252.204-7009
Limitations on the Use or
Disclosure of Third-Party
Contractor Reported Cyber
Incident Information
252.204-7010
Requirement for Contractor to
Notify DoD if the Contractor's
Activities are Subject to Reporting
Under the U.S.-International
Atomic Energy Agency Additional
Protocol.
Safeguarding Unclassified
252.204-7012
(ii) Attention to such factors as organization, planning, work instructions,
documentation control, and advanced metrology.
(d) The Contractor shall insert the substance of this clause, including this
paragraph (d), in all subcontracts or purchase orders under this contract,
except those described in paragraph (e)(4).
(l) Subcontracts. The Contractor shall include an appropriate value
engineering clause in any subcontract of $150,000 or more and may
include one in subcontracts of lesser value.
(h) Subcontracts The Contractor shall include an appropriate value
engineering clause in any subcontract of $70,000 or more and may
include one in subcontracts of lesser value.
Applies.
Application
(g) The Contractor agrees to include the substance of this clause,
appropriately modified to reflect the identity and relationship of the
parties, in all first-tier subcontracts exceeding the simplified acquisition
threshold in Part 2 of the Federal Acquisition Regulation, except those
for commercial items or components.
(b) The Contractor shall include the substance of this clause, including
this paragraph (b), in all subcontracts.
(e)The Contractor shall include the substance of this clause, including
this paragraph (e), in all subcontracts that exceed $5.5 million except
when the subcontract is for the acquisition of a commercial item.
The Contractor agrees to include a similar requirement in each
subcontract under this contract. Subcontractors shall submit requests for
authorization to release through the prime contractor to the Contracting
Officer.
(c) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (c), in all subcontracts for services that
includes support for the Government’s activities related to safeguarding
covered defense information and cyber incident reporting, including
subcontracts for commercial items.
(h) The Contractor shall incorporate the substance of this clause,
including this paragraph (h), in all subcontracts that are subject to the
provisions of the U.S.-IAEA AP.
(m) Subcontracts. The Contractor shall-
16
Uncontrolled Technical
Information
252.204-7012
(Deviation 2016O0001)
252.204-7014
252.204-7015
252.209-7002
252.217-7012
252.219-7003
252.222-7000
252.223-7007
Safeguarding of Unclassified
Controlled Technical Information.
(1) Include the substance of this clause, including this paragraph (m), in
all subcontracts, including subcontracts for commercial items; and
(2) Require subcontractors to rapidly report cyber incidents directly to
DoD at http://dibnet.dod.mil and the prime Contractor. This includes
providing the incident report number, automatically assigned by DoD, to
the prime Contractor (or next higher-tier subcontractor) as soon as
practicable.
(m) Subcontracts. The Contractor shall(1) Include the substance of this clause, including this paragraph (m), in
all subcontracts, including subcontracts for commercial items; and
Limitations on the Use or
Disclosure of Information by
Litigation Support Contractors.
Disclosure of Information to
Litigation Support Contractors.
Disclosure of ownership of control
by a foreign government
Liability and Insurance.
Small Business Subcontracting
Plan (DoD Contracts).
Restrictions on Employment of
Personnel
Safeguarding Sensitive
Conventional Arms, Ammunition
and Explosives
(2) Require subcontractors to rapidly report cyber incidents directly to
DoD at http://dibnet.dod.mil and the prime Contractor. This includes
providing the incident report number, automatically assigned by DoD, to
the prime Contractor (or next higher-tier subcontractor) as soon as
practicable.
(e) Flowdown. Include the substance of this clause, including this
paragraph (e), in all subcontracts, including subcontracts for commercial
items.
(c) Flowdown. Include the substance of this clause, including this
paragraph (c), in all subcontracts, including subcontracts for commercial
items.
(d)(2) The Contractor shall ensure that all subcontractors engaged on the
work obtain and maintain the insurance required in paragraph (d)(1) of
this clause.
(b) The Contractor shall insert the substance of this clause, including this
paragraph (b), in each subcontract awarded under this contract.
(f) The Contractor shall ensure that the requirements of this clause are
included in all subcontracts, at every tier:
(1) For the development, production, manufacture, or purchase of
AA&E; or
252.225-7007
252.225-7008
252.225-7009
Prohibition on Acquisition of
United States Munitions List Items
from Communist Chinese Military
Companies
Restriction on Acquisition of
Specialty Metals (prime contracts
at $150K or more requiring
delivery of specialty metals as end
items)
Restriction on Acquisition of
Certain Articles Containing
Specialty Metals.
(2) When AA&E will be provided to the subcontractor as Governmentfurnished property.
(c)The Contractor shall insert the substance of this clause, including this
paragraph (c), in all subcontracts for items covered by the United States
Munitions List.
(b) Any specialty metal delivered under this contract shall be melted or
produced in the United States or its outlying areas. (Emphasis added.)
(e) Subcontracts. (1) The Contractor shall exclude and reserve paragraph
(d) and this paragraph (e)(1) when flowing down this clause to
subcontracts.
17
(2) The Contractor shall insert paragraphs (a) through (c) and this
paragraph (e)(2) of this clause in subcontracts, including subcontracts for
commercial items, that are for items containing specialty metals to ensure
compliance of the end products that the Contractor will deliver to the
Government. When inserting this clause in subcontracts, the Contractor
shall—
(i) Modify paragraph (c)(6) of this clause only as necessary to facilitate
management of the minimal content exception at the prime contract level.
The minimal content exception does not apply to specialty metals
contained in high-performance magnets; and
252.225-7013
Duty Free Entry
(ii) Not further alter the clause other than to identify the appropriate
parties.
(j) The Contractor shall—
(1) Insert the substance of this clause, including this paragraph (j), in all
subcontracts for—
(i) Qualifying country components; or
(ii) Nonqualifying country components for which the Contractor
estimates that duty will exceed $200 per unit;
(2) Require subcontractors to include the number of this contract on all
shipping documents submitted to Customs for supplies for which dutyfree entry is claimed pursuant to this clause; and
(3) Include in applicable subcontracts—
(i) The name and address of the ACO for this contract;
(ii) The name, address, and activity address number of the contract
administration office specified in this contract; and
252.225-7016
Restriction on Acquisition of Ball
and Roller Bearings
(iii) The information required by paragraphs (h)(1), (2), and (3) of this
clause.
(f) The Contractor shall insert the substance of this clause, including this
paragraph (f), in all subcontracts, except those for
(1) Commercial items; or
252.225-7019
Restriction on Acquisition of
Foreign Anchor and Mooring
Chain
252.225-7020
Trade Agreements Certificate
252.225-7021
Trade Agreements
(2) Items that do not contain ball or roller bearings.
(d) The Contractor shall insert the substance of this clause, including this
paragraph (c), in all subcontracts for items containing welded shipboard
anchor and mooring chain, four inches or less in diameter.
The Contractor agrees to submit a certification of compliance, as
necessary.
(c) The Contractor shall deliver under this contract only U.S.-made,
qualifying country, or designated country end products unless—
(1) In its offer, the Contractor specified delivery of other nondesignated
country end products in the Trade Agreements Certificate provision of
the solicitation; and
18
(2)(i) Offers of U.S.-made, qualifying country, or designated country
end products from responsive, responsible offerors are either not received
or are insufficient to fill the Government’s requirements; or
252.225-7022
252.225-7025
Trade Agreements Certificate –
Inclusion of Iraqi End Products
Restriction on the Acquisition of
Forgings
252.225-7033
Waiver of United Kingdom Levies.
252.225-7039
Defense Contractors Performing
Private Security Functions Outside
the United States
(ii) A national interest waiver has been granted.
The Contractor agrees to submit a certification of compliance, as
necessary.
(e) The Contractor shall insert the substance of this clause, including this
paragraph (e), in subcontracts for forging items or for other items that
contain forging items.
(d) The Contractor shall insert the substance of this clause, including this
paragraph (d), in any subcontract for supplies where a lower-tier
subcontract exceeding $1 million with a U.K. firm is anticipated.
(b) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (b), in subcontracts, including
subcontracts for commercial items, when private security functions will
be performed outside the United States in areas of-(1) Contingency operations;
(2) Combat operations, as designated by the Secretary of Defense;
(3) Other significant military operations (as defined in 32 CFR part 159),
designated by the Secretary of Defense upon agreement of the Secretary
of State;
(4) Peace operations, consistent with Joint Publication 3-07.3; or
252.225-7040
Contractor personnel Authorized to
Accompany U.S. Armed Forces
Deployed Outside the United
States
(5) Other military operations or military exercises, when designated by
the Combatant Commander.
(q) Subcontracts. The Contractor shall incorporate the substance of this
clause, including this paragraph (q), in all subcontracts when
subcontractor personnel are supporting U.S. Armed Forces deployed
outside the United States in—
(1) Contingency operations;
(2) Peace operations consistent with Joint Publication 3-07.3; or
252.225-7043
Antiterrorism / force Protection
Policy for Defense Contractors
Outside the United States
(3) Other military operations or military exercises, when designated by
the Combatant Commander or as directed by the Secretary of Defense.
(b) Except as provided in paragraph (c) of this clause, the Contractor and
its subcontractors, if performing or traveling outside the United States
under this contract, shall:
(1) Affiliate with the Overseas Security Advisory Council, if the
Contractor or subcontractor is a U.S. entity;
(2) Ensure that Contractor and subcontractor personnel who are U.S.
nationals and are in-country on a non-transitory basis, register with the
U.S. Embassy, and that Contractor and subcontractor personnel who are
third country nationals comply with any security related requirements of
the Embassy of their nationality;
(3) Provide, to Contractor and subcontractor personnel,
antiterrorism/force protection awareness information commensurate with
19
that which the Department of Defense (DoD) provides to its military and
civilian personnel and their families, to the extent such information can
be made available prior to travel outside the United States; and
252.225-7046
Exports By Approved Community
Members in Response to the
Solicitation
252.225-7047
Export by Approved Community
Members in Performance of the
Contract
252.225-7048
Export Controlled Items
252.225-7981
(Class Deviation
2015-O0016)
Additional Access to Contractor
and Subcontractor Records (Other
than USCENTCOM)
252.225-7985
(Class Deviation
2015-O0003)
Contractor Personnel Performing
in Support of Operation United
Assistance (OUA) in the United
States Africa Command
(USAFRICOM) Theater of
Operations
252.225-7989
Class Deviation)
2014-00005)
252.225-7993
(Class Deviation
2015-O0016)
Requirements for Contractor
Personnel Performing in Djibouti
252.225-7994
(Class Deviation
2015-O0013)
Additional Access to Contractor
and Subcontractor In the United
States Central Command Theater
of Operations.
252.225-7995
(Class Deviation
2015-O0009)
252.226-7001
Contractor Personnel Performing
in the United States Central
Command Area of Responsibility
Utilization of Indian Organizations
and Indian-Owned Economic
Enterprises—DoD Contracts.
Rights in Technical Data Noncommercial Items
252.227-7013
Prohibition on Contracting with
the Enemy
(4) Obtain and comply with the most current antiterrorism/force
protection guidance for Contractor and subcontractor personnel.
(h) Subcontracts. The offeror shall flow down the substance of this
provision, including this paragraph (h), but excluding the representation
at paragraph (g), to any subcontractor at any tier intending to use the
DTC Treaties in responding to this solicitation.
(f) The contractor shall include the substance of this clause, including
this paragraph (f), in all subcontracts that may require exports or transfers
of qualifying defense articles in connection with deliveries under the
contract.
(e) The Contractor shall include the substance of this clause, including
this paragraph (e), in all subcontracts.
(b) The substance of this clause, including this paragraph (b), is required
to be included in subcontracts, including subcontracts for commercial
items, under this contract that have an estimated value over $50,000 and
will be performed outside the United States and its outlying areas.
(g) Subcontracts. The Contractor shall incorporate the substance of this
clause, including this paragraph (g)
(1) In all subcontracts that require subcontractor personnel that are
United States citizens or third-country nationals to perform outside the
United States in support of OUA in the USAFRICOM theater of
operations; and
(2) In subcontracts, to the maximum extent practicable, that require only
subcontractor personnel that are local nationals to perform outside the
United States in support of OUA in the USAFRICOM theater of
operations.
(f) Subcontracts. The Contractor shall incorporate the substance of this
clause, including this paragraph (f), in all subcontracts that require
subcontractor personnel to perform in Djibouti.
(c) The Contractor shall include the substance of this clause, including
this paragraph (c), in subcontracts, including subcontracts for commercial
items, under this contract that have an estimated value over $50,000 and
will be performed outside the United States.
(b) The substance of this clause, including this paragraph (b), is required
to be included in subcontracts under this contract that have an estimated
value over $100,000 [to be used in solicitations and contracts awarded on
or before December 17, 2017) with an estimated value in excess of
$100,000.00, that are to be performed in USCENTRCOM.
(q) Subcontracts. The Contractor shall incorporate the substance of this
clause, including this paragraph (q), in all subcontracts when
subcontractor personnel are performing in the USCENTCOM AOR.
The Contractor shall insert the substance of this clause, including this
paragraph (g), in all subcontracts exceeding $500,000.
(k) Applicability to subcontractors or suppliers.
(1) The Contractor shall ensure that the rights afforded its subcontractors
and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the
identification, assertion, and delivery processes of paragraph (e) of this
20
clause are recognized and protected.
252.227-7014
Rights in Noncommercial
Computer Software and
Noncommercial Computer
Software Documentation
252.227-7015
Technical Data - Commercial
Items
252.227-7016
Rights in Bid or Proposal
Information
252.227-7017
Identification and Assertion of
Use, Release, or Disclosure
Restrictions
Rights in Noncommercial
Technical Data and Computer
Software – Small Business
Innovation Research (SBIR)
Program
252.227-7018
(2) Whenever any technical data for noncommercial items, or for
commercial items developed in any part at Government expense, is to be
obtained from a subcontractor or supplier for delivery to the Government
under this contract, the Contractor shall use this same clause in the
subcontract or other contractual instrument, including subcontracts or
other contractual instruments for commercial items, and require its
subcontractors or suppliers to do so, without alteration, except to
identify the parties. This clause will govern the technical data pertaining
to noncommercial items or to any portion of a commercial item that was
developed in any part at Government expense, and the clause at 252.2277015 will govern the technical data pertaining to any portion of a
commercial item that was developed exclusively at private expense. No
other clause shall be used to enlarge or diminish the Government's, the
Contractor's, or a higher-tier subcontractor's or supplier's rights in a
subcontractor's or supplier's technical data.
(k)(1) Whenever any noncommercial computer software or computer
software documentation is to be obtained from a subcontractor or
supplier for delivery to the Government under this contract, the
Contractor shall use this same clause in its subcontracts or other
contractual instruments, and require its subcontractors or suppliers to do
so, without alteration, except to identify the parties.
(e) Applicability to subcontractors or suppliers
(2) Whenever any technical data related to commercial items developed
in any part at private expense will be obtained from a subcontractor or
supplier for delivery to the Government under this contract, the
Contractor shall use this same clause in the subcontract or other
contractual instrument, including subcontracts and other contractual
instruments for commercial items, and require its subcontractors or
suppliers to do so, without alteration, except to identify the parties. This
clause will govern the technical data pertaining to any portion of a
commercial item that was developed exclusively at private expense, and
the clause at 252.227-7013 will govern the technical data pertaining to
any portion of a commercial item that was developed in any part at
Government expense.
(f) Flowdown. The Contractor shall include this clause in all
subcontracts or similar contractual instruments and require its
subcontractors or suppliers to do so without alteration, except to identify
the parties.
Applies.
(k) Applicability to subcontractors or suppliers.
(1) The Contractor shall assure that the rights afforded its subcontractors
and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the
identification, assertion, and delivery processes required by paragraph (e)
of this clause are recognized and protected.
(2) Whenever any noncommercial technical data or computer software is
to be obtained from a subcontractor or supplier for delivery to the
Government under this contract, the Contractor shall use this same clause
in the subcontract or other contractual instrument, and require its
subcontractors or suppliers to do so, without alteration, except to identify
21
252.227-7019
Validation of Asserted Restrictions
- Computer Software
252.227-7037
Validation of Restrictive Markings
on Technical Data
252.227-7038
Patent Rights – Ownership by the
Contractor
the parties. The Contractor shall use the Technical Data--Commercial
Items clause of this contract to obtain technical data pertaining to
commercial items, components, or processes. No other clause shall be
used to enlarge or diminish the Government's, the Contractor's, or a
higher tier subcontractor's or supplier's rights in a subcontractor's or
supplier's technical data or computer software.
(j) Flowdown. The Contractor shall insert this clause in all contracts,
purchase orders, and other similar instruments with its subcontractors or
suppliers, at any tier, who will be furnishing computer software to the
Government in the performance of this contract. The clause may not be
altered other than to identify the appropriate parties.
(l) Flowdown. The Contractor or subcontractor agrees to insert this
clause in contractual instruments, including subcontracts and other
contractual instruments for commercial items, with its subcontractors or
suppliers at any tier requiring the delivery of technical data.
(l) Subcontracts.
(1) The Contractor—
(i) Shall include the substance of the Patent Rights—Ownership by the
Contractor clause set forth at 52.227-11 of the Federal Acquisition
Regulation (FAR), in all subcontracts for experimental, developmental,
or research work to be performed by a small business concern or
nonprofit organization; and
(ii) Shall include the substance of this clause, including this paragraph
(l), in all other subcontracts for experimental, developmental, or research
work, unless a different patent rights clause is required by FAR 27.303.
(2) For subcontracts at any tier—
(i) The patents rights clause included in the subcontract shall retain all
references to the Government and shall provide to the subcontractor all
the rights and obligations provided to the Contractor in the clause. The
Contractor shall not, as consideration for awarding the subcontract,
obtain rights in the subcontractor’s subject inventions; and
252.227-7039
252.228-7005
252.235-7004
Patents – Reporting of Subject
Inventions
Accident Reporting and
Investigation Involving Aircraft,
Missiles, and Space Launch
Vehicles
Protection of Human Subjects
(ii) The Government, the Contractor, and the subcontractor agree that the
mutual obligations of the parties created by this clause constitute a
contract between the subcontractor and the Government with respect to
those matters covered by this clause. However, nothing in this paragraph
is intended to confer any jurisdiction under the Contract Disputes Act in
connection with proceedings under paragraph (h) of this clause.
Applies if the Prime contract includes FAR § 52.227-11 and the contract
is awarded by the Department of Defense.
(c) The Contractor will include a clause in subcontracts under this
contract to require subcontractor cooperation and assistance in accident
investigations.
(f) The Contractor shall include the substance of this clause, including
this paragraph (f), in all subcontracts that may include research involving
human subjects in accordance with 32 CFR Part 219, DoD Directive
3216.02, and 10 U.S.C. 980, including research that meets exemption
criteria under 32 CFR 219.101(b). This clause does not apply to
subcontracts that involve only the use of cadaver materials.
22
252.236-7013
252.237-7010
Requirement for Competition
Opportunity for American Steel
Producers, Fabricators And
Manufacturers (For Construction
Subcontracts)
Prohibition on Interrogation of
Detainees by Contractor Personnel.
252.237-7019
Training for Contract personnel
Interacting with Detainees
252.237-7023
Continuation of Essential
Contractor Services
Cloud Computing Services
252.239-7010
252.239-7016
252.239-7018
252.239-7999
(DEVIATION
2015-O0011)
252.244-7000
Telecommunications Security
Equipment, Devices, Techniques,
and Services
Supply Chain Risk
Cloud Computing Services
Subcontracts for Commercial
Items and Commercial
Components (DoD contracts)
(c) The Contractor shall insert the substance of this clause, including this
paragraph (c), in any subcontract that involves the acquisition of steel as
a construction material.
(c) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (c), in all subcontracts, including
subcontracts for commercial items that may require subcontractor
personnel to interact with detainees in the course of their duties.
(c) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (c), in all subcontracts, including
subcontracts for commercial items that may require subcontractor
personnel to interact with detainees in the course of their duties.
(g) The Contractor shall include the substance of this clause, including
this paragraph (g), in subcontracts for the essential services.
(l) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (l), in all subcontracts that involve or
may involve cloud services, including subcontracts for commercial items.
(e) The Contractor agrees to include this clause, including this paragraph
(e), in all subcontracts which require securing telecommunications.
(e) The Contractor shall include the substance of this clause, including
this paragraph (e), in all subcontracts involving the development or
delivery of any information technology, whether acquired as a service or
as a supply.
(h) Subcontracts. The Contractor shall include the substance of this
clause, including this paragraph (h), in all subcontracts, including
subcontracts for commercial items.
(a) The Contractor is not required to flow down the terms of any Defense
Federal Acquisition Regulation Supplement (DFARS) clause in
subcontracts for commercial items at any tier under this contract, unless
so specified in the particular clause.
(b) While not required, the Contractor may flow down to subcontracts for
commercial items a minimal number of additional clauses necessary to
satisfy its contractual obligation.
252.245-7001
252-245-7002
252.246-7003
Tagging, Labeling, and Marking
Government Furnished Property
Reporting Loss of Government
Property
Notification of Potential Safety
Issues
(c) The Contractor shall include the terms of this clause, including this
paragraph (c), in subcontracts awarded under this contract, including
subcontracts for the acquisition of commercial items.
Applies if the Seller is provided with Government Furnished Property.
Applies if the Seller is provided with Government Furnished Property.
(f) (1)The Contractor shall include the substance of this clause, including
this paragraph (f), in subcontracts for—
(i) Parts identified as critical safety items;
(ii) Systems and subsystems, assemblies, and subassemblies integral to a
system; or
(iii) Repair, maintenance, logistics support, or overhaul services for
systems and subsystems, assemblies, subassemblies, and parts integral to
a system.
23
(2) For those subcontracts, including subcontracts for commercial items,
described in paragraph (f)(1) of this clause, the Contractor shall require
the subcontractor to provide the notification required by paragraph (c) of
this clause to—
(i) The Contractor or higher-tier subcontractor; and
252.246-7007
Contractor Counterfeit Electronic
Part Detection and Avoidance
System
252.247-7003
Pass-Through of Motor Carrier
Fuel Surcharge Adjustment to the
Cost Bearer
Transportation of Supplies by Sea.
252.247-7023
(Basic)
(ii) The ACO and the PCO, if the subcontractor is aware of the ACO and
the PCO for the contract.
(e) The Contractor shall include the substance of this clause, including
paragraphs (a) through (e), in subcontracts, including subcontracts for
commercial items, for electronic parts or assemblies containing electronic
parts.
(c) The Contractor shall insert the substance of this clause, including this
paragraph (c), in all subcontracts, including subcontracts for commercial
items, with motor carriers, brokers, or freight forwarders.
(h) In the award of subcontracts for the types of supplies described in
paragraph (b)(2) of this clause, the Contractor shall flow down the
requirements of this clause as follows:
(1) The Contractor shall insert the substance of this clause, including this
paragraph (h), in subcontracts that exceed the simplified acquisition
threshold in Part 2 of the Federal Acquisition Regulation ($150,000.00).
252.247-7023
Alternate I
Transportation of Supplies by Sea.
(2) The Contractor shall insert the substance of paragraphs (a) through (e)
of this clause, and this paragraph (h), in subcontracts that are at or below
the simplified acquisition threshold in Part 2 of the Federal Acquisition
Regulation ($150,000.00).
Alternate I (APR 2014)
(h) In the award of subcontracts for the types of supplies described in
paragraph (b)(2) of this clause, including subcontracts for commercial
items, the Contractor shall flow down the requirements of this clause as
follows:
(1) The Contractor shall insert the substance of this clause, including this
paragraph (h), in subcontracts that exceed the simplified acquisition
threshold in part 2 of the Federal Acquisition Regulation.
252.247-7023
Alternate II
Transportation of Supplies by Sea.
(2) The Contractor shall insert the substance of paragraphs (a) through (e)
of this clause, and this paragraph (h), in subcontracts that are at or below
the simplified acquisition threshold in part 2 of the Federal Acquisition
Regulation.
Alternate II (APR 2014). As prescribed in 247.574(b)(3), use the
following clause, which uses a different paragraph (b) than the basic
clause.
(h) In the award of subcontracts for the types of supplies described in
paragraph (b)(2) of this clause, including subcontracts for commercial
items, the Contractor shall flow down the requirements of this clause as
follows:
(1) The Contractor shall insert the substance of this clause, including this
paragraph (h), in subcontracts that exceed the simplified acquisition
threshold in part 2 of the Federal Acquisition Regulation.
24
(2) The Contractor shall insert the substance of paragraphs (a) through (e)
of this clause, and this paragraph (h), in subcontracts that are at or below
the simplified acquisition threshold in part 2 of the Federal Acquisition
Regulation.
9.
Flow Down Requirements for Commercial Item Contracts:
A. Incorporation of FAR Clauses for Commercial Item Contracts
The following FAR clauses are incorporated herein by reference, with the same force and effect as if they were
stated in full text, and are applicable, including any notes following the clause citation, to this Contract. If the date
or substance of any of the clauses listed below is different from the date or substance of the clause actually
incorporated in the Prime Contract referenced by number herein, the date or substance of the clause incorporated by
said Prime Contract shall apply instead. The Contract Disputes Act, 41 U.S.C. §§ 7101, et seq., shall have no
application to this Subcontract. Any reference to “Disputes” or a “Disputes clause” shall mean the disputes
provisions of this Subcontract.
B. Government Subcontract
This contract is entered into by the parties in support of a U.S. Government contract. As used in the FAR
clauses and other clauses incorporated by reference below and otherwise in this Contract:
C.
1.
“Commercial Item” means a commercial item as defined in FAR § 2.101.
2.
“Contract” means this contract.
3.
Contracting Officer” shall mean the U.S. Government Contracting Officer for Eatons government
prime contract under which this Contract is entered.
4.
“Contractor” and “OFFEROR” means the SELLER, as defined in this Contract, acting as the
immediate (first tier) subcontractor to Eaton.
5.
“Prime Contract” means the contract between Eaton and the U.S. Government or between Eaton
and its higher-tier contractor who has a contract with the U.S. Government.
6.
“Subcontract” means any contract placed by the contractor or lower-tier subcontractors under this
Contract.
Substitutions
Whenever necessary to make the context of the clauses set forth below applicable to this subcontract:
1.
Substitute “Eaton” for “Government” or “United States.”
2.
Substitute “Eaton Procurement Representative” for “Contracting Officer,” “Administrative
Contracting Officer” and “ACO.”
D. Preservation of the Government’s Rights
If Eaton furnishes designs, drawings, special tooling, equipment, engineering data, or other technical or
proprietary information (Furnished Items) which the U.S. Government owns or has the right to authorize the use of,
nothing herein shall be construed to mean that Eaton, acting on its own behalf, may modify or limit any rights the
Government may have to authorize the Contractor’s use of such Furnished Items in support of other U.S.
Government prime contracts.
25
E. FAR Clauses Incorporated by Reference
The following FAR clauses are hereby incorporated in the Contract by reference and shall have the same
force and effect as if set forth in full text. The SELLER hereby acknowledges that it has in its possession or is
otherwise familiar with all of the referenced clauses incorporated herein by reference and agrees to perform this
Contract in accordance with the provisions of such referenced clauses and the other provisions of this Contract.
The full text of the referenced clauses may be accessed electronically at various Internet sites, including
http://farsite.hill.af.mil and http://www.acquisition.gov.
Clause
52.203-12
52.203-13
52.203-15
52.204-2
Title of Provision
Application
Limitations on Payments to Influence Certain
Federal Transactions
Contractor Code of Business Ethics and
Conduct
Whistleblower Protections Under the American
Recovery and Reinvestment Act of 2009
Security Requirements
52.204-10
Reporting Executive Compensation and FirstTier Subcontract Awards
52.209-6
Protecting the Government’s Interest When
Subcontracting with Contractors Debarred,
Suspended or Proposed for Debarment
52.219-8
Utilization of Small Business Concerns
52.222-19
Child Labor – Cooperation with Authorities
and Remedies
52.222-21
Prohibition of Segregated Facilities
52.222-26
Equal Opportunity
52.222-35
Equal Opportunity for Veterans
52.222-36
Affirmative Action for Workers with
26
Applies if this Contract exceeds $150,000.
Applies if this Contract exceeds 5,000,000 and the period
of performance is more than 120 days. Disclosures made
under this clause shall be made directly to the
Government entities identified in the clause.
Applies if the Work requires access to classified
information.
Subparagraph (d)(2) does not apply. If SELLER meets
the thresholds specified in paragraphs (d)(3) and (g)(2) of
the clause, SELLER shall report required executive
compensation by posting the information to the
Government's Central Contractor Registration (CCR)
database. All information posted will be available to the
general public.
Applies if this Contract exceeds $30,000 except does not
apply if this Contract is for commercial off the shelf
items. Copies of notices provided by SELLER to the
Contracting Officer shall be provided to Eaton.
If Seller is an international contractor, this clause applies
to this Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
If Seller is an international contractor, this clause to this
Contract only if Work under the Contract will be
performed in a Country not listed in Subparagraph (a) (1)
– (4) or will be performed in a listed Country, but is
below the applicable dollar threshold for that Country.
If Seller is an international contractor, this clause applies
to this Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
If Seller is an international contractor, this clause applies
to this Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
Applies if this Contract exceed $15,000 and if Seller is an
international contractor, this clause applies to this
Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
Applies if this Contract is for $15,000 or more and if
Disabilities
52.222-40
Notification of Employee Rights Under
National Labor Relations Act
52.222-41
Service Contract Act of 1965
52.222-50
Combating Trafficking in Persons
Seller is an international contractor, this clause applies to
this Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
Applies if this Contract is for $10,000 or more and if
Seller is an international contractor, this clause applies to
this Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
Applies if this Contract is for services subject to the
Service Contract Act. The clause does not apply if this
Contract has been administratively exempted by the
Secretary of Labor or exempted by 41 U.S.C. 356, as
interpreted in Subpart C of 29 CFR Part 4. If Seller is an
international contractor, this clause applies to this
Contract only if Work under the Contract will be
performed in the United States or Seller is recruiting
employees in the United States to Work on the Contract.
(i)Subcontracts (1) The Contractor shall include the
substance of this clause, including this paragraph (i), in
all subcontracts and in all contracts with agents. The
requirements in paragraph (h) of this clause apply only to
any portion of the subcontract that-(A) Is for supplies, other than commercially available offthe-shelf items, acquired outside the United States, or
services to be performed outside the United States; and
(B) Has an estimated value that exceeds $500,000.
(2) If any subcontractor is required by this clause to
submit a certification, the Contractor shall require
submission prior to the award of the subcontract and
annually thereafter. The certification shall cover the items
in paragraph (h)(5) of this clause.
52.222-54
52.223-18
(2) If any subcontractor is required by this clause to
submit a certification, the Contractor shall require
submission prior to the award of the subcontract and
annually thereafter. The certification shall cover the items
in paragraph (h)(5) of this clause.
(e) Subcontracts. The Contractor shall include the
requirements of this clause, including this paragraph (e)
(appropriately modified for identification of the parties),
in each subcontract that --
Employment Eligibility Verification
Encouraging Contractor Policies to Ban Text
Messaging While Driving
27
(1) Is for -- (i) Commercial or noncommercial services
(except for commercial services that are part of the
purchase of a COTS item (or an item that would be a
COTS item, but for minor modifications), performed by
the COTS provider, and are normally provided for that
COTS item); or (ii) Construction; (2) Has a value of more
than $ 3,500; and (3) Includes work performed in the
United States.
Applies.
52.244-6
Subcontracts for Commercial Items
52.247-64
Preference for Privately Owned U.S. Flag
Commercial Vessels
F.
Applies to all contracts issued by the Seller to any supplier
or vendor.
(d) The Contractor shall insert the substance of this clause,
including this paragraph (d), in all subcontracts or
purchase orders under this contract, except those
described in paragraph (e)(4).
DFARS Clauses Incorporated by Reference.
If the Prime Contract is a Department of Defense Contract, the following DFARS clauses are also
incorporated by reference in the Contract and shall have the same force and effect as if set forth in full text. The
SELLER hereby acknowledges that is has in its possession or is otherwise familiar with all of the referenced
clauses incorporated herein and agrees to perform this Contract in accordance with the provisions of such
referenced clauses and the other provisions of this Contract. The full text of the referenced clauses may be
accessed electronically at various Internet sites, including http://farsite.hill.af.mil.
Clause
252.203-7002
252.223-7008
Title of Provision
Application
Requirement to Inform Employees of
Whistleblower Rights.
Prohibition of Hexavalent Chromium
252.225-7009
Restriction on Acquisition of Certain Articles
Containing Specialty Metals
252.225-7039
Contractors Performing Private Security
Functions
(b) The Contractor shall include the substance of this
clause, including this paragraph (b), in all subcontracts.
(d) Subcontracts: The Contractor shall include the
substance of this clause, including this paragraph (d), in
all subcontracts for supplies, maintenance and repair
services, or construction materials.
(e) Subcontracts. (1) The Contractor shall exclude and
reserve paragraph (d) and this paragraph (e)(1) when
flowing down this clause to subcontracts.
(2) The Contractor shall insert paragraphs (a) through (c)
and this paragraph (e)(2) of this clause in subcontracts,
including subcontracts for commercial items, that are for
items containing specialty metals to ensure compliance of
the end products that the Contractor will deliver to the
Government. When inserting this clause in subcontracts,
the Contractor shall—
(i) Modify paragraph (c)(6) of this clause only as
necessary to facilitate management of the minimal
content exception at the prime contract level. The
minimal content exception does not apply to specialty
metals contained in high-performance magnets; and
(ii) Not further alter the clause other than to identify the
appropriate parties.
(b) Subcontracts. The Contractor shall include the
substance of this clause, including this paragraph (b), in
subcontracts, including subcontracts for commercial
items, when private security functions will be performed
outside the United States in areas of-(1) Contingency operations;
(2) Combat operations, as designated by the Secretary of
Defense;
(3) Other significant military operations (as defined in 32
CFR part 159), designated by the Secretary of Defense
upon agreement of the Secretary of State;
28
(4) Peace operations, consistent with Joint Publication 307.3; or
252.227-7015
(5) Other military operations or military exercises, when
designated by the Combatant Commander.
(e) Applicability to subcontractors or suppliers
Technical Data— Commercial Items
252.227-7037
Validation of Restrictive Markings on
Technical Data
252.236-7013
Requirement for Competition Opportunity for
American Steel Producers, Fabricators, and
Manufacturers
252.237-7010
Prohibition on Interrogation of Detainees by
Contractor Personnel
252.237-7019
Training for Contractor Personnel Interacting
with Detainees
252.246-7003
Notification of Potential Safety Issues
29
(2) Whenever any technical data related to commercial
items developed in any part at private expense will be
obtained from a subcontractor or supplier for delivery to
the Government under this contract, the Contractor shall
use this same clause in the subcontract or other
contractual instrument, including subcontracts and other
contractual instruments for commercial items, and require
its subcontractors or suppliers to do so, without alteration,
except to identify the parties. This clause will govern the
technical data pertaining to any portion of a commercial
item that was developed exclusively at private expense,
and the clause at 252.227-7013 will govern the technical
data pertaining to any portion of a commercial item that
was developed in any part at Government expense.
(l) Flowdown. The Contractor or subcontractor agrees to
insert this clause in contractual instruments, including
subcontracts and other contractual instruments for
commercial items, with its subcontractors or suppliers at
any tier requiring the delivery of technical data.
(c) The Contractor shall insert the substance of this
clause, including this paragraph (c), in any subcontract
that involves the acquisition of steel as a construction
material.
(c) Subcontracts. The Contractor shall include the
substance of this clause, including this paragraph (c), in
all subcontracts, including subcontracts for commercial
items, that may require subcontractor personnel to
interact with detainees in the course of their duties.
(c) Subcontracts. The Contractor shall include the
substance of this clause, including this paragraph (c), in
all subcontracts, including subcontracts for commercial
items, that may require subcontractor personnel to
interact with detainees in the course of their duties.
(f) (1)The Contractor shall include the substance of this
clause, including this paragraph (f), in subcontracts for—
(i) Parts identified as critical safety items;
(ii) Systems and subsystems, assemblies, and
subassemblies integral to a system; or
(iii) Repair, maintenance, logistics support, or overhaul
services for systems and subsystems, assemblies,
subassemblies, and parts integral to a system.
(2) For those subcontracts, including subcontracts for
commercial items, described in paragraph (f)(1) of this
clause, the Contractor shall require the subcontractor to
provide the notification required by paragraph (c) of this
clause to—
(i) The Contractor or higher-tier subcontractor; and
(ii) The ACO and the PCO, if the subcontractor is aware
of the ACO and the PCO for the contract.
252.247-7023
Transportation of Supplies by Sea
252.247-7024
Notification of Transportation of Supplies by
Sea
(h) In the award of subcontracts for the types of supplies
described in paragraph (b)(2) of this clause, the
Contractor shall flow down the requirements of this
clause as follows:
(1) The Contractor shall insert the substance of this
clause, including this paragraph (h), in subcontracts that
exceed the simplified acquisition threshold in Part 2 of
the Federal Acquisition Regulation ($100,000.00).
(2) The Contractor shall insert the substance of
paragraphs (a) through (e) of this clause, and this
paragraph (h), in subcontracts that are at or below the
simplified acquisition threshold in Part 2 of the Federal
Acquisition Regulation ($100,000.00).
(b) The Contractor shall include this clause, including
this paragraph (b), revised as necessary to reflect the
relationship of the contracting parties(1) In all subcontracts under this contract, if this contract
is a construction contract; or
(2) If this contract is not a construction contract, in all
subcontracts under this contract that are for(i) Noncommercial items; or
(ii) Commercial items that(A) The Contractor is reselling or distributing to the
Government without adding value (generally, the
Contractor does not add value to items that it
subcontracts for f.o.b. destination shipment);
(B) Are shipped in direct support of U.S. military
contingency operations, exercises, or forces deployed in
humanitarian or peacekeeping operations; or
(C) Are commissary or exchange cargoes transported
outside of the Defense Transportation System in
accordance with 10 U.S.C. 2643.
G. CERTIFICATIONS AND REPRESENTATIONS: This Subsection contains certifications and
representations by Seller that are material representations of fact upon which Buyer will rely. These
certifications and representations shall apply whenever these terms and conditions are incorporated by
reference in any Contract, agreement, other contractual document or any quotation, request for quotation
(oral or written), request for proposal or solicitation (oral or written), issued by Buyer or Seller. Seller shall
immediately notify Buyer of any change of status with regard to these certifications and representations.
1.
Seller represents and warrants that the work provided under this Contract constitutes a
“Commercial Item” as defined in FAR 2.101.
2.
FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal
Transactions (SEP 2007) (Applicable to solicitations and contracts exceeding $150,000).
a. Definitions. As used in this provision--"Lobbying contact" has the meaning provided at 2
U.S.C. 1602(8). The terms “agency,” “influencing or attempting to influence,” “officer or
employee of an agency,” “person,” “reasonable compensation,” and “regularly employed” are
defined in the FAR clause entitled “Limitation on Payments to Influence Certain Federal
Transactions” (52.203-12).
b. Prohibition. The prohibition and exceptions contained in the FAR clause entitled “Limitation
on Payments to Influence Certain Federal Transactions” (52.203-12) are hereby incorporated by
reference in this provision.
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c. Certification. Seller hereby certifies to the best of its knowledge and belief that no Federal
appropriated funds have been paid or will be paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress on its behalf in connection with the awarding
of this contract.
d. Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying
contact on behalf of the Seller with respect to this contract, Seller shall complete and submit, with
its offer, to Buyer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the
name of the registrants. Seller need not report regularly employed officers or employees of the
offeror to whom payments of reasonable compensation were made.
e. Penalty. Submission of this certification and disclosure is a prerequisite for making or entering
into this contract imposed by 31 U.S.C. 1352. Any person who makes an expenditure prohibited
under this provision or who fails to file or amend the disclosure required to be filed or amended by
this provision, shall be subject to a civil penalty of not less than $10,000 for each such failure.
3.
FAR 52.209-5 -- Certification Regarding Responsibility Matters (APR 2010) (Applies to
Contracts that exceed $150,000)
a. The Seller certifies, to the best of its knowledge and belief, that -(i) The Seller and/or any of its Principals -(A) Are not presently debarred, suspended, proposed for debarment, or declared
ineligible for the award of contracts by any Federal agency;
(B) Have not, within a three-year period preceding this offer, been convicted of or had a
civil judgment rendered against them for: commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, state, or
local) contract or subcontract; violation of Federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, tax evasion, violating
Federal criminal tax laws, or receiving stolen property; and
(C) Are not presently indicted for, or otherwise criminally or civilly charged by a
governmental entity, with commission of any of the offenses enumerated in paragraph
(a)(1)(i)(B) of this provision; and
(D) Have not within a three-year period preceding this offer, been notified of any
delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains
unsatisfied.
(1) Federal taxes are considered delinquent if both of the following criteria
apply:
(i) The tax liability is finally determined. The liability is finally determined if it
has been assessed. A liability is not finally determined if there is a pending
administrative or judicial challenge. In the case of a judicial challenge to the
liability, the liability is not finally determined until all judicial appeal rights have
been exhausted.
(ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if
the taxpayer has failed to pay the tax liability when full payment was due and
required. A taxpayer is not delinquent in cases where enforced collection action
is precluded.
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(ii) The Seller has not, within a three-year period preceding this offer, had one or
more contracts terminated for default by any Federal agency.
b. “Principals,” for the purposes of this certification, means officers; directors; owners; partners;
and persons having primary management or supervisory responsibilities within a business entity
(e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and
similar positions).
This certification concerns a matter within the jurisdiction of an Agency of the United States and the making of a
false, fictitious, or fraudulent certification may render the maker subject to prosecution under Section 1001, Title 18,
United States Code.
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